TO: Investment Community
FROM : Garanti Bank / Investor Relations
SUBJECT: Information regarding the results of Ordinary General Shareholders' Meeting
DATE: April 04, 2019
The Ordinary General Shareholders' Meeting of the Bank for 2018 accounting period was held on April 4th, 2019, on Thursday, at 10am at the address of Levent, Nispetiye Mahallesi, Aytar Caddesi No:2 34340 Beşiktaş, İSTANBUL and it is resolved that;
The Board of Directors' Integrated Annual Activity Report be approved,
The Financial Statements for the year 2018 be approved,
The transfer of the distributable net profit of 6.638.235.755,02 Turkish Liras to the Extraordinary Reserves Account without being distributed to the shareholders and the transfer of 2.983.668,69 Turkish Liras which was exempted from Corporate Tax in accordance with sub-paragraph (e) of first paragraph of Article 5 of the Corporate Tax Law and was transferred to a special fund account due to fulfilment of conditions defined in the relevant legislation and the transfer of 397.309.382,28 Turkish Liras which was recognized as income in prior periods' profit or loss account due to transition of TFRS 9 Financial Instruments Standard as of 1 January 2018, to the Extraordinary Reserves Account be approved,
The Board Members be released for their activities in the year 2018,
Pursuant to Article 18 of the Articles of Association, the increase in the number of the Board Members from nine to ten excluding CEO be approved and Belkıs Sema Yurdum be elected to the newly established Board Membership to fill the remaining term of office of other Board Members who was previously elected as the independent board member under the Corporate Governance Principles of the Capital Markets Board for the remaining term of office set forth in the independency criteria and whose term of Independent Membership has expired,
Mevhibe Canan Özsoy for whom the Capital Markets Board of Turkish Republic did not express an adverse opinion regarding her independent board membership candidature, be elected as the independent board member in accordance with the Corporate Governance Principles of the Capital Markets Board to fill the remaining term of office of other Board Members,
KPMG Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (KPMG) be selected as the auditor of the Bank and the group for the year 2019 accounting period, in accordance with Article 399 of the Turkish Commercial Code,
The net honorarium amount and an upper limit to be paid to the Board members until the ordinary general shareholders' meeting to be held in 2020 be determined,
An upper limit for the charitable donations to be made in 2019 be determined in accordance with the Article 59 of the Banking Law No. 5411, as not to exceed four per thousand of equity of the Bank,
The Board Members be authorized in accordance with Articles 395 and 396 of the Turkish Commercial Code, without prejudice to the provisions of the Banking Law.
Moreover, the Independent Auditor's Report for the year 2018 is read and the Bank's shareholders were informed on;
The external duties of the newly elected Board Members and the grounds of such duties, in accordance with Article 4.4.7. of the Capital Markets Board's Corporate Governance Principles,
The remuneration principles of the Board Members and directors having administrative responsibilities, in accordance with Article 4.6.2 of the Capital Markets Board's Corporate Governance Principles,
The charitable donations made to institutions and organizations in the amount of 11.605.437 Turkish Liras in 2018,
The significant transactions executed in 2018 which may cause conflict of interest, in accordance with Article 1.3.6 of the Capital Markets Board's Corporate Governance Principles.
The meeting minutes, the list of participants and the profit distribution table are attached hereto. ( The meeting minutes and the profit distribution table are in Turkish and English, whereas the list of participants is in Turkish.)
In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.
We declare that our above statements are in conformity with the principles included in the Board's Communiqué, Serial II Nr.15.1, that it exactly reflects the information we received; that the information complies with our records, books and documents; that we did our best to obtain the correct and complete information relative to this subject and that we are responsible for the declarations made in this regard.
Contact Garanti Bank Investor Relations:
Tel: +90 212 318 2352
Fax: +90 212 216 5902